FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

                  For the quarterly period ended June 30, 2000
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from _____________________ to ______________________

                             Commission file number
                                     0-21560
                     ---------------------------------------


                            CNL Income Fund XI, Ltd.
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Florida                                           59-3078854
---------------------------------------             ---------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)


450 South Orange Avenue
Orlando, Florida                                               32801-3336
----------------------------------------            ---------------------------
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number
(including area code)                                       (407) 540-2000
                                                    ---------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _________




<PAGE>


                                    CONTENTS



                                                                         Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                            1

                      Condensed Statements of Inc                         2

                      Condensed Statements of Partners' Capital           3

                      Condensed Statements of Cash Flows                  4

                      Notes to Condensed Financial Statements             5

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                 6-9

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                         9

Part II.

     Other Information                                                    10-11





<PAGE>




                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>

<CAPTION>

                                                                     June 30,              December 31,
                                                                       2000                    1999
                                                               -------------------      -------------------
<S> <C>
                               ASSETS

   Land and buildings on operating leases, less
       accumulated depreciation of $3,229,661 and
       $3,016,369, respectively                                        $ 21,381,715            $ 21,595,007
   Net investment in direct financing leases                              7,311,931               7,372,041
   Investment in joint ventures                                           3,078,425               3,077,302
   Cash and cash equivalents                                              1,608,796               1,656,500
   Receivables, less allowance for doubtful accounts
       of $44,815 and $11,646, respectively                                 112,259                 175,500
   Prepaid expenses                                                          14,659                  14,115
   Accrued rental income                                                  1,684,270               1,779,603
   Other assets                                                             122,024                 122,024
                                                               -------------------      -------------------

                                                                       $ 35,314,079            $ 35,792,092
                                                               ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable                                                    $     31,811            $    121,191
   Accrued and escrowed real estate taxes payable                            19,585                  13,646
   Distributions payable                                                    875,006                 875,006
   Due to related parties                                                   150,206                  70,600
   Rents paid in advance and deposits                                        82,062                 102,480
                                                               -------------------      -------------------
       Total liabilities                                                  1,158,670               1,182,923

   Minority interests                                                       509,466                 509,807

   Partners' capital                                                     33,645,943              34,099,362
                                                               -------------------      -------------------

                                                                       $ 35,314,079            $ 35,792,092
                                                               ===================      ===================




           See accompanying notes to condensed financial statements.

<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

                                                                  Quarter Ended                    Six Months Ended
                                                                     June 30,                          June 30,
                                                              2000             1999              2000             1999
                                                           ------------     ------------     -------------    -------------
Revenues:
    Rental income from operating leases                       $628,851        $ 646,271        $1,258,088      $ 1,289,771
    Adjustments to accrued rental income                      (163,178 )             --          (163,178 )             --
    Earned income from direct financing leases                 264,567          239,569           474,521          475,098
    Contingent rental income                                    35,561           34,651            54,988           54,893
    Interest and other income                                   12,956           21,121            51,880           42,055
                                                           ------------     ------------     -------------    -------------
                                                               778,757          941,612         1,676,299        1,861,817
                                                           ------------     ------------     -------------    -------------

Expenses:
    General operating and administrative                        54,904           29,589           100,192           71,949
    Professional services                                        6,136           11,634            20,419           22,472
    Management fees to related party                             9,919            9,724            19,030           19,200
    Real estate taxes                                            7,141               --             7,141               --
    State and other taxes                                        4,985              157            49,778           28,346
    Depreciation                                               106,646          106,646           213,292          213,292
    Transaction costs                                           28,451           85,130            68,951          120,097
                                                           ------------     ------------     -------------    -------------
                                                               218,182          242,880           478,803          475,356
                                                           ------------     ------------     -------------    -------------

Income Before Minority Interests in Income of
    Consolidated Joint Ventures and Equity in
    Earnings of Unconsolidated Joint Ventures                  560,575          698,732         1,197,496        1,386,461

Minority Interests in Income of Consolidated
    Joint Ventures                                             (16,596 )        (16,797 )         (33,888 )        (33,206 )

Equity in Earnings of Unconsolidated Joint
    Ventures                                                    73,057           65,134           132,985          123,135
                                                           ------------     ------------     -------------    -------------

Net Income                                                   $ 617,036        $ 747,069       $ 1,296,593      $ 1,476,390
                                                           ============     ============     =============    =============

Allocation of Net Income:
    General partners                                         $   6,170        $   7,471       $    12,966      $    14,764
    Limited partners                                           610,866          739,598         1,283,627        1,461,626
                                                           ------------     ------------     -------------    -------------

                                                             $ 617,036        $ 747,069       $ 1,296,593      $ 1,476,390
                                                           ============     ============     =============    =============

Net Income Per Limited Partner Unit                          $    0.15        $    0.18       $      0.32      $      0.37
                                                           ============     ============     =============    =============

Weighted Average Number of Limited Partner
    Units Outstanding                                        4,000,000        4,000,000         4,000,000        4,000,000
                                                           ============     ============     =============    =============

           See accompanying notes to condensed financial statements.

<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL


                                                     Six Months Ended           Year Ended
                                                         June 30,              December 31,
                                                           2000                    1999
                                                  -----------------------    ------------------

General partners:
    Beginning balance                                     $      242,465          $    211,047
    Net income                                                    12,966                31,418
                                                  -----------------------    ------------------
                                                                 255,431               242,465
                                                  -----------------------    ------------------

Limited partners:
    Beginning balance                                         33,856,897            34,246,565
    Net income                                                 1,283,627             3,110,356
    Distributions ($0.44 and $0.88 per
       limited partner unit, respectively)                    (1,750,012 )          (3,500,024 )
                                                  -----------------------    ------------------
                                                              33,390,512            33,856,897
                                                  -----------------------    ------------------

Total partners' capital                                   $   33,645,943          $ 34,099,362
                                                  =======================    ==================


           See accompanying notes to condensed financial statements.

<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS


                                                                       Six Months Ended
                                                                           June 30,
                                                                   2000               1999
                                                               --------------    ---------------

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                     $1,736,537         $1,797,730
                                                               --------------    ---------------

    Cash Flows from Investing Activities:
       Additions to land and buildings on operating
          leases                                                          --           (337,806 )
       Investment in direct financing leases                              --           (694,610 )
       Investment in joint ventures                                       --           (247,286 )
       Decrease in restricted cash                                        --          1,630,296
                                                               --------------    ---------------
              Net cash provided by investing activities                   --            350,594
                                                               --------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                          (1,750,012 )       (1,870,012 )
       Distributions to holders of minority interests                (34,229 )          (32,562 )
                                                               --------------    ---------------
              Net cash used in financing activities               (1,784,241 )       (1,902,574 )
                                                               --------------    ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                 (47,704 )          245,750

Cash and Cash Equivalents at Beginning of Period                   1,656,500          1,559,240
                                                               --------------    ---------------

Cash and Cash Equivalents at End of Period                        $1,608,796         $1,804,990
                                                               ==============    ===============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                  $ 875,006          $ 875,006
                                                               ==============    ===============




           See accompanying notes to condensed financial statements.
</TABLE>

<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 Quarters and Six Months Ended June 30, 2000 and 1999


1.   Basis of Presentation:

     The  accompanying   unaudited  condensed  financial  statements  have  been
     prepared  in  accordance  with  the  instructions  to Form  10-Q and do not
     include all of the information and note  disclosures  required by generally
     accepted  accounting  principles.  The  financial  statements  reflect  all
     adjustments,  consisting of normal recurring adjustments, which are, in the
     opinion of management, necessary to a fair statement of the results for the
     interim periods presented. Operating results for the quarter and six months
     ended  June  30,  2000 may not be  indicative  of the  results  that may be
     expected for the year ending December 31, 2000.  Amounts as of December 31,
     1999, included in the financial statements,  have been derived from audited
     financial statements as of that date.

     These unaudited financial statements should be read in conjunction with the
     financial  statements and notes thereto included in Form 10-K of CNL Income
     Fund XI, Ltd. (the "Partnership") for the year ended December 31, 1999.

     The  Partnership  accounts  for its 85  percent  interest  in Denver  Joint
     Venture and its 77.33%  interest in  CNL/Airport  Joint  Venture  using the
     consolidation  method.  Minority  interests  represent  the minority  joint
     venture  partners'  proportionate  share of the equity in the Partnership's
     consolidated  joint  ventures.  All significant  intercompany  accounts and
     transactions have been eliminated.

2.   Termination of Merger:

     On March 1, 2000, the general  partners and CNL American  Properties  Fund,
     Inc.  ("APF") mutually agreed to terminate the Agreement and Plan of Merger
     entered into in March 1999. The general partners are continuing to evaluate
     strategic  alternatives  for the  Partnership,  including  alternatives  to
     provide liquidity to the limited partners.


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


         CNL Income  Fund XI,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was  organized on August 20, 1991 to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as well as properties upon which  restaurants were to be
constructed  (the  "Properties"),  which are leased  primarily  to  operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are, in general, triple-net leases, with the lessees responsible for all repairs
and maintenance,  property taxes, insurance, and utilities. As of June 30, 2000,
the Partnership owned 41 Properties, which included interests in five Properties
owned by joint  ventures  in which  the  Partnership  is a  co-venturer  and two
Properties owned with affiliates as tenants-in-common.

Capital Resources

         The  Partnership's  primary  source of capital for the six months ended
June 30, 2000 and 1999 was cash from  operations  (which  includes cash received
from tenants,  distributions from joint ventures,  and interest and other income
received, less cash paid for expenses).  Cash from operations was $1,736,537 and
$1,797,730  for the six months ended June 30, 2000 and 1999,  respectively.  The
decrease  in cash from  operations  for the six months  ended June 30,  2000 was
primarily a result of changes in income and expenses as described in "Results of
Operations" below and changes in the Partnership's working capital.

         Currently, rental income from the Partnership's Properties are invested
in money market accounts or other short-term,  highly liquid investments such as
demand deposit accounts at commercial  banks,  certificates of deposit and money
market accounts with less than a 30-day maturity date, pending the Partnership's
use of such funds to pay Partnership  expenses or to make  distributions  to the
partners.  At June 30, 2000, the  Partnership  had  $1,608,796  invested in such
short-term  investments,  as compared to  $1,656,500  at December 31, 1999.  The
funds  remaining  at June 30, 2000,  after  payment of  distributions  and other
liabilities, will be used to meet the Partnership's working capital needs.

Short-Term Liquidity

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

              Total  liabilities  of the  Partnership,  including  distributions
payable,  decreased to $1,158,670  at June 30, 2000 from  $1,182,923 at December
31,  1999,  primarily as a result of a decrease in rents paid in advance at June
30, 2000, as compared to December 31, 1999.  The general  partners  believe that
the  Partnership has sufficient cash on hand to meet its current working capital
needs.

              The  Partnership   generally   distributes  cash  from  operations
remaining  after the payment of operating  expenses of the  Partnership,  to the
extent that the general  partners  determine  that such funds are  available for
distribution.  Based primarily on cash from operations, the Partnership declared
distributions to limited partners of $1,750,012 for each of the six months ended
June 30, 2000 and 1999  ($875,006  for each of the quarters  ended June 30, 2000
and 1999).  This represents  distributions of $0.44 per unit for each of the six
months  ended  June  30,  2000  and 1999  ($0.22  per  unit for each  applicable
quarter).  No  distributions  were made to the general partners for the quarters
and six months  ended June 30,  2000 and 1999.  No  amounts  distributed  to the
limited partners for the six months ended June 30, 2000 and 1999 are required to
be or have been treated by the  Partnership  as a return of capital for purposes
of  calculating  the  limited   partners'   return  on  their  adjusted  capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         During the six months ended June 30, 2000 and 1999, the Partnership and
its  consolidated  joint ventures,  Denver Joint Venture and  CNL/Airport  Joint
Venture,  owned and leased 36 wholly owned  Properties to operators of fast-food
and family-style  restaurant  chains.  In connection  therewith,  during the six
months ended June 30, 2000 and 1999, the  Partnership,  Denver Joint Venture and
CNL/Airport  Joint Venture earned  $1,595,498 and $1,764,869,  respectively,  in
rental  income from  operating  leases  (net of  adjustments  to accrued  rental
income) and earned income from direct financing leases, $756,307 and $885,840 of
which was earned during the quarters ended June 30, 2000 and 1999, respectively.
In  addition,  during the  quarters and six months ended June 30, 2000 and 1999,
the Partnership earned $54,988 and $54,893,  respectively,  in contingent rental
income,  $35,561 and $34,651 of which was earned during the quarters  ended June
30, 2000 and 1999,  respectively.  Rental and earned income decreased during the
quarter and six months ended June 30,  2000,  as compared to the quarter and six
months  ended June 30,  1999,  primarily as a result of the fact that during the
quarter  ended June 30,  2000,  the tenant of the  Property in Sebring,  Florida
defaulted  under the terms of its lease and  discontinued  the operations of the
restaurant.  As a result, the Partnership  established an allowance for doubtful
accounts of approximately $21,700 for past due rental amounts during the quarter
and six months  ended June 30,  2000.  In  addition,  during the quarter and six
months ended June 30, 2000, the Partnership reversed  approximately  $137,100 of
accrued rental income.  The accrued rental income was the accumulated  amount of
non-cash accounting adjustments previously recorded in order to recognize future
scheduled  rent  increases  as income  evenly  over the term of the  lease.  The
general  partners will continue to pursue  collection of rental amounts relating
to this Property and will recognize such amounts as income if collected.

         In addition,  rental and earned income  decreased during the six months
ended June 30, 2000,  as compared to the six months  ended June 30,  1999,  as a
result of the Partnership establishing an allowance for doubtful accounts during
the six months ended June 30, 2000, of approximately $21,500 for past due rental
amounts  relating to two  Properties in Abilene,  Texas and Avon,  Colorado,  in
accordance with the Partnership's policy. The general partners are continuing to
pursue  collection of these amounts and will recognize such amounts as income if
collected.

         The  decrease  in rental and earned  income  during the quarter and six
months ended June 30, 2000, as compared to the quarter and six months ended June
30,  1999,  was  partially  offset by an increase of  approximately  $33,200 and
$11,100,  respectively,  due to the fact  that  the  Partnership  collected  and
recognized  as income  past due rental  amounts  for which the  Partnership  had
previously established an allowance for doubtful accounts relating to a Property
in Wadsworth, Ohio, and Kent, Ohio.

         During the six months ended June 30, 1999,  the  Partnership  owned and
leased three Properties  indirectly through other joint venture arrangements and
owned and leased one Property with an affiliate as tenants-in-common. During the
six  months  ended  June 30,  2000,  the  Partnership  owned  and  leased  three
Properties  indirectly  through other joint venture  arrangements  and owned and
leased two  Properties  with  affiliates  as  tenants-in-common.  In  connection
therewith,  during the six months ended June 30, 2000 and 1999, the  Partnership
earned $132,985 and $123,135, respectively, attributable to net income earned by
the  unconsolidated  joint  ventures,  $73,057  and  $65,134 of which was earned
during the  quarters  ended  June 30,  2000 and 1999,  respectively.  Net income
earned by  unconsolidated  joint ventures  increased  during the quarter and six
months ended June 30, 2000, as compared to the quarter and six months ended June
30, 1999, as a result of the fact that the  Partnership  reinvested a portion of
the net  sales  proceeds  from the 1998  sale of the  Property  in  Nashua,  New
Hampshire in an interest in an IHOP  Property in Round Rock,  Texas,  in October
1999.

         Operating expenses,  including  depreciation and amortization  expense,
were  $478,803  and  $475,356  for the six months  ended June 30, 2000 and 1999,
respectively,  $218,182 and $242,880 of which were incurred  during the quarters
ended June 30, 2000 and 1999,  respectively.  The increase in operating expenses
during the six months ended June 30,  2000,  as compared to the six months ended
June 30, 1999, was primarily  attributable to an increase in (i)  administrative
expenses  for  servicing  the  Partnership  and its  Properties,  (ii) state tax
expense  and (iii) real  estate tax  expense due to the default by the tenant of
the Property in Sebring, Florida, as described above.

         The increase in operating expenses during the six months ended June 30,
2000,  was partially  offset by, and the decrease  during the quarter ended June
30, 2000, was primarily  attributable to, the fact that the Partnership incurred
less in transaction costs relating to the general partners  retaining  financial
and legal  advisors to assist them in evaluating  and  negotiating  the proposed
merger with CNL American  Properties Fund, Inc. ("APF"),  due to the termination
of  the  proposed   merger  as  described  below  in  "Termination  of  Merger".
Termination of Merger

         On March 1, 2000,  the  general  partners  and APF  mutually  agreed to
terminate the Agreement and Plan of Merger (the "Merger")  entered into in March
1999. The general partners are continuing to evaluate strategic alternatives for
the  Partnership,  including  alternatives  to provide  liquidity to the limited
partners.

Dismissal of Legal Action

         As described in greater detail in Part II, Item 1 "Legal  Proceedings",
in 1999,  two  groups of limited  partners  in several  CNL Income  Funds  filed
purported  class action  suits  against the general  partners and APF  alleging,
among other  things,  that the general  partners  had breached  their  fiduciary
duties  in  connection  with the  proposed  Merger.  These  actions  were  later
consolidated  into one action.  On April 25, 2000, the judge in the consolidated
action issued an order dismissing the action without prejudice,  with each party
to bear its own costs and attorneys' fees.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.



<PAGE>


                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings.

              On May 11, 1999, four limited partners in several CNL Income Funds
              served a derivative and purported class action lawsuit filed April
              22, 1999 against the general partners and APF in the Circuit Court
              of the Ninth Judicial Circuit of Orange County, Florida,  alleging
              that the general  partners  breached  their  fiduciary  duties and
              violated  provisions of certain of the CNL Income Fund partnership
              agreements in connection with the proposed merger.  The plaintiffs
              sought unspecified  damages and equitable relief. On July 8, 1999,
              the plaintiffs  filed an amended  complaint  which, in addition to
              naming three additional plaintiffs, included allegations of aiding
              and abetting and conspiring to breach fiduciary duties, negligence
              and breach of duty of good faith against certain of the defendants
              and sought additional equitable relief. As amended, the caption of
              the case was Jon Hale, Mary J. Hewitt, Charles A. Hewitt, Gretchen
              M. Hewitt, Bernard J. Schulte, Edward M. and Margaret Berol Trust,
              and Vicky Berol v. James M. Seneff,  Jr.,  Robert A.  Bourne,  CNL
              Realty  Corporation,  and CNL American Properties Fund, Inc., Case
              No. CIO-99-0003561.

              On June 22,  1999,  a limited  partner of several CNL Income Funds
              served a  purported  class  action  lawsuit  filed  April 29, 1999
              against the general partners and APF, Ira Gaines, individually and
              on  behalf  of a class  of  persons  similarly  situated,  v.  CNL
              American  Properties Fund,  Inc., James M. Seneff,  Jr., Robert A.
              Bourne,  CNL Realty  Corporation,  CNL Fund  Advisors,  Inc.,  CNL
              Financial  Corporation  a/k/a CNL Financial  Corp.,  CNL Financial
              Services,  Inc. and CNL Group, Inc., Case No. CIO-99-3796,  in the
              Circuit  Court of the Ninth  Judicial  Circuit  of Orange  County,
              Florida,   alleging  that  the  general  partners  breached  their
              fiduciary  duties and that APF aided and abetted  their  breach of
              fiduciary  duties in  connection  with the  proposed  merger.  The
              plaintiff sought unspecified damages and equitable relief.

              On September 23, 1999,  Judge Lawrence  Kirkwood  entered an order
              consolidating  the two cases  under the  caption In re: CNL Income
              Funds  Litigation,  Case No. 99-3561.  Pursuant to this order, the
              plaintiffs  in  these  cases  filed  a  consolidated  and  amended
              complaint on November 8, 1999.  On December 22, 1999,  the general
              partners and CNL Group,  Inc. filed motions to dismiss and motions
              to strike.  On December 28, 1999, APF and CNL Fund Advisors,  Inc.
              filed motions to dismiss.  On March 6, 2000, all of the defendants
              filed a Joint Notice of Filing Form 8-K Reports and  Suggestion of
              Mootness.

              On April 25, 2000,  Judge Kirkwood issued a Stipulated Final Order
              of Dismissal of Consolidated Action, dismissing the action without
              prejudice,  with each  party to bear its own costs and  attorneys'
              fees.

Item 2.       Changes in Securities.  Inapplicable.

Item 3.       Defaults upon Senior Securities.  Inapplicable.

Item 4.       Submission of Matters to a Vote of Security Holders. Inapplicable.

Item 5.       Other Information.  Inapplicable.

Item 6.       Exhibits and Reports on Form 8-K.

              (a)  Exhibits

                   3.1    Affidavit and  Certificate  of Limited  Partnership of
                          CNL Income Fund XI, Ltd.  (Included  as Exhibit 3.2 to
                          Registration  Statement No.  33-43278 on Form S-11 and
                          incorporated herein by reference.)

                   4.1    Affidavit and  Certificate  of Limited  Partnership of
                          CNL Income  Fund XI,  Ltd.  (Included  Exhibit  3.2 to
                          Registration  Statement  33-43278  on  Form  S-11  and
                          incorporated herein by reference.)

                   4.2    Amended and Restated Agreement of Limited  Partnership
                          of CNL Income Fund XI, Ltd.  (Included  as Exhibit 4.2
                          to Form 10-K filed with the  Securities  and  Exchange
                          Commission on April 15, 1993, and incorporated  herein
                          by reference.)

                   10.1   Management  Agreement between CNL Income Fund XI, Ltd.
                          and CNL Investment  Company  (Included as Exhibit 10.1
                          to Form 10-K filed with the  Securities  and  Exchange
                          Commission on April 15, 1993, and incorporated  herein
                          by reference.)

                   10.2   Assignment of Management Agreement from CNL Investment
                          Company  to  CNL  Fund  Advisors,  Inc.  (Included  as
                          Exhibit  10.2 to Form 10-K filed  with the  Securities
                          and  Exchange   Commission  on  March  30,  1995,  and
                          incorporated herein by reference.)

                   10.3   Assignment  of  Management  Agreement  from CNL Income
                          Fund  Advisors,   Inc.  to  CNL  Fund  Advisors,  Inc.
                          (Included  as Exhibit 10.3 to Form 10-K filed with the
                          Securities  and Exchange  Commission on April 1, 1996,
                          and incorporated herein by reference.)

                   27     Financial Data Schedule (Filed herewith.)

              (b)  Reports on Form 8-K

                   No reports on Form 8-K were filed  during the  quarter  ended
                   June 30, 2000.


<PAGE>




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 8th day of August, 2000.


                                            CNL INCOME FUND XI, LTD.

                                            By: CNL REALTY CORPORATION
                                                General Partner


                                                By:/s/ James M. Seneff, Jr.
                                                   ----------------------------
                                                   JAMES M. SENEFF, JR.
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)


                                                By:/s/ Robert A. Bourne
                                                   ----------------------------
                                                   ROBERT A. BOURNE
                                                   President and Treasurer
                                                   (Principal Financial and
                                                   Accounting Officer)